Post on 03-Feb-2021
√“¬ß“πª√–®”ªï 2551 ∫√‘…—∑ ‰∑¬ μ’≈‡§‡∫‘≈ ®”°—¥ (¡À“™π)Annual Report 2008 Thai Steel Cable Public Com
pany Limited
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Thai Steel Cable Public Company LimitedAmata Nakorn Industrial Estate, 700/737 Moo 1, Tambol Panthong, Amphur Panthong, Chonburi, 20160Tel : (038) 447 200-21 Fax : (038) 447 259-60http://www.thaisteelcable.com
√ “ ¬ ß “ π ª √ – ®Ì “ ªï 2 5 5 1
A N N U A L R E P O R T 2 0 0 8
Thai Steel Cable Public Company Limited∫√‘…—∑ ‰∑¬ μ’≈‡§‡∫‘≈ ®”°—¥ (¡À“™π)
> ¢¬“¬ Ÿàμ≈“¥μà“ߪ√–‡∑»> ®—¥μ—ÈßÀπ૬ÕÕ°·∫∫·≈–«‘®—¬æ—≤π“> ¬°√–¥—∫ª√– ‘∑∏‘¿“æÕߧå°√> Expand to Foreign Market> Establish Design and R&D Capability> Upgrade Corporate Capability
> ‡ªìπºŸâº≈‘μ “¬§«∫§ÿ¡¬“π¬πμåÕ—π¥—∫Àπ÷Ëß ¢Õ߇Շ ’́¬μ–«—πÕÕ°‡©’¬ß„μâ> To be No.1 Automotive control Cable Manufacturer of South East Asia
Thai
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«‘ —¬∑—»πå / VISION
¿“√°‘® / MISSION
ç¡ÿàß¡—Ëπ √â“ߧÿ≥¿“懪ìπ∑’ËÀπ÷Ëß §”π÷ß∂÷ߧ«“¡æÕ„®¢Õß≈Ÿ°§â“ àß¡Õ∫μ√߇«≈“ æ—≤π“ Ÿà “°≈éçWe provide the finest quality on timely service to ensure utmost customer satisfaction worldwideé
Contents
Financial Highlights 2
Message from Chairman of the Board of Directors 3
Message from Vice Chairman 4
Message from Managing Director 5
Name Board of Director and Audit Committee 6
Name of Executives 7
Organization Chart 8
Corporate Background and Major Developments 9
General Corporate Information 10
Nature of Business and Revenue Structure 11
Industrial Trends and Competitive Situation in the Future 12
Risk Factors 13
Shareholding Structure and Management 17 Directors’ Background 25
Corporate Governance 33
Connected Transactions 38
Report of the Board of Directors’s
Responsibility to the Financial Reports 40
Report of the Audit Committee 41
Explanation and Analysis of Financial Status and
Operating Performance 42
Report of Independent Certified Public Accountants 44
Financial Statements 45
Remuneration of Auditor and Corporate References 64
√ “ ¬ ß “ π ª √ – ®Ì “ ªï 2 5 5 12
(Àπ૬ : ≈â“π∫“∑ / Unit : Million Baht)
ß∫°“√‡ß‘π¢Õß∫√‘…—∑ ≥ 31 ∏—𫓧¡ 2549 2550 2551
Financial Statement as of December 31st 2006 2007 2008
º≈°“√¥”‡π‘πß“π
Operating Performance
√“¬‰¥â®“°°“√¢“¬ 2,180 2,201 2,311
Revenues from Sales
√“¬‰¥â∑—ÈßÀ¡¥ 2,201 2,224 2,347
Total Revenues
§à“„™â®à“¬√«¡ 1,902 2,014 2,142
Total Expenses
°”‰√°àÕπ¥Õ°‡∫’Ȭ®à“¬·≈–¿“…’‡ß‘π‰¥â 299 209 205
Earnings Before Interest Expense and Income Tax
°”‰√ ÿ∑∏‘ 223 200 192
Net Earnings
∞“π–∑“ß°“√‡ß‘π
Financial Situation
‘π∑√—æ¬åÀ¡ÿπ‡«’¬π 854 914 885
Current Assets
‘π∑√—æ¬å√«¡ 1,831 1,896 1,859
Total Assets
Àπ’È ‘π√«¡ 479 475 376
Total Liabilities
à«π¢ÕߺŸâ∂◊ÕÀÿâπ 1,351 1,421 1,483
Shareholdersû Equity
¢âÕ¡Ÿ≈μàÕÀÿâπ (Àπ૬ : ∫“∑)
Per Share Data (Unit : Baht)
°”‰√ ÿ∑∏‘μàÕÀÿâπ 0.86 0.77 0.74
Earnings per Share (EPS)
‡ß‘πªíπº≈μàÕÀÿâπ 0.50 0.50 0.50
Dividend per Share
¡Ÿ≈§à“μ“¡∫—≠™’μàÕÀÿâπ 5.20 5.47 5.71
Book Value per Share
Õ—μ√“ à«π∑“ß°“√‡ß‘π (Àπ૬ : %)
Financial Ratios (Unit : %)
Õ—μ√“ à«πÀπ’È ‘πμàÕ à«π¢ÕߺŸâ∂◊ÕÀÿâπ 0.35 0.33 0.25
Debt/Equity Ratio
Õ—μ√“°”‰√ ÿ∑∏‘μàÕ√“¬‰¥â√«¡ 10 9 8
Net Earnings Margin
Õ—μ√“º≈μÕ∫·∑πμàÕ à«πºŸâ∂◊ÕÀÿâπ 17 14 13
Return on Equity (ROE)
Õ—μ√“º≈μÕ∫·∑π®“° ‘π∑√—æ¬å√«¡ 13 11 10
Return on Asset (ROA)
®ÿ¥‡¥àπ∑“ß°“√‡ß‘πFinancial Highlights
3,000
2,400
1,800
1,200
600
0
√“¬‰¥â∑—ÈßÀ¡¥ / Total Revenues
2,201 2,224 2,347
3,000
2,400
1,800
1,200
600
0
√“¬‰¥â®“°°“√¢“¬ / Revenues From Sales
25492006
25502007
25512008
2,180 2,201 2,311
300
240
180
120
60
0
°”‰√ ÿ∑∏‘ / Net Earnings
223200 192
2,500
2,000
1,500
1,000
500
0
‘π∑√—æ¬å√«¡ / Total Assets
1,831 1,896 1,859
≈â“π∫“∑Million Baht
≈â“π∫“∑Million Baht
≈â“π∫“∑Million Baht
≈â“π∫“∑Million Baht
25492006
25502007
25512008
25492006
25502007
25512008
25492006
25502007
25512008
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3
Message from Chairman of the Board of Directors
The year of 2008 witnessed dramatic fluctuations in the world’s economy. As a result, the Company tried to modify its strategies and business plan to better cope with the situation. Eventually, we could overcome various obstacles with collaborations from all levels of employees. Coupled with risk management plans that were put in place, the Company was able to achieve satisfactory operating performance and generate a good return for our investors. Judging from overall operating results and financial standing, the Board of Directors resolved to present a proposal at the 2009 Annual General Shareholders’ Meeting for an approval of dividend payout of 0.50 baht per share, or 68% of the net profit in 2008, as a profit sharing for shareholders that always have unwavering confidence in the Company. In 2009, it is recognized that automobile industries are facing global economic woes. Nonetheless, the Company will continue to conduct its business operation prudently and conscientiously, endeavor to maintain the highest product quality as always, and ensure that operational costs will be kept at a lowest possible level. Nevertheless, the Company will still uphold high business ethics and good governance as practiced in the previous year. Importantly, the Company will still retain organizational development and capacity-building goals and policies despite unfavorable economic conditions. I would like to thank all our shareholders, customers, business partners, benefactors, and general public as well as various private and public organizations for unwavering support to the Company. Finally, I would like to express my sincere appreciation to our management team and employees for their efforts which are always crucial to our successful operations.
(Mr. Sunsurn Jurangkool)
Chairman of the Board of Directors
4
Message from Vice Chairman In 2008, total production volume of automobiles in Thailand reached 1.39 million units, an increase of 8%, while production output of motorcycles totaled 3.01 million units, down 10%. Such slowdown was partially caused by excessive subprime lending by U.S. financial institutions and this problem has culminated into global economic crisis. Coupled with political turmoil in Thailand, investment and consumption climates have been affected dramatically. Thus, it is expected that in 2009 the automobile industry will decline in terms of production volume, domestic sales, and export volume when compared to last year. According to the Federation of Thai Industries’ estimation, in 2009 automobile production volume would hover around 1.08 million units, plummeting 22% from last year, and production output of CBU motorcycles is estimated at 1.66 million units, down 13%. However, the Company believes that the public sector will continue to support the automobile industry since it is a main industry of the country in which foreign investors still have confidence. As discerned from frequent announcements of relocation of production bases to Thailand by automobile companies, this serves as an indication that Thailand is still seen as one of attractive automobile production bases in the world. Even though domestic automobile industries will be somewhat dampened, eventually it will recover. The Company has been preparing and formulating flexible, adjustable business strategies as well as developing every facet of our capacities in order to enhance our competitiveness sustainably. I am extremely grateful to our shareholders, customers, business partners, and benefactors as well as various private and public organizations for their trust and marvelous contribution to the Company. Best wishes to the management team and TSC employees for their enduring dedication to the Company.
(Mr. Choothong Patanatmarueng)
Vice Chairman
5
Message from Managing Director In 2008, Thai economy had to face a slowdown caused by U.S. financial crisis, which has wreaked havoc throughout the world. Coupled with political turmoil in the country, investment and consumption confidence has been declining. These factors have produced rather serious repercussions on the automobile industry sector. In 2008, our operating performance was slightly better than what the management anticipated. Nevertheless, the Company could manage to keep its operating performance on par with last year’s level by improving every facet of the operation, ranging from quality control of production processes, aggressive implementation of cost-saving programs, and capacity-building programs of its personnel. Moreover, the Company’s research and development was also upgraded to the extent where the Company can now carry out in-house product testing, which helps save a great deal of operating time and expenses. Last year the Company won several awards such as Quality Control Cycle (QCC) Award from Thai Co-Operation Club, which recognizes quality control improvement through waste reduction in production process, and Toyota Production System (TPS) Award from Toyota Motor Asia Pacific Engineering and Manufacturing Co., Ltd., which the Company has won the first prize in Group Sub Leader category for the second year in a row. The TPS award concerns with cost reduction from optimum utilization through resource management. Such efforts contributed to the achievement of total revenue of 2,347 million baht, an increase of 123 million baht or up 6%. When compared 2008 result to the same period in 2007, net profit amounted to 192 and 200 million baht respectively, yielding net profit margin of 8% and 9% respectively. The year of 2009 represents a tremendously challenging period of time. Business proprietors must face political turmoil and the worst economic recession since the 1997 economic crisis. Consequently, the Company has braced itself for tackling every problem with prudent and meticulous approaches and will endeavor to maintain operating performance or minimize negative results, if any. Finally, I would like to thank all management executives and employees for their unwavering dedication to the Company and also wish to thank every shareholder, customer, business partner, and general public as well as various private and public organizations for wonderful trust and support for the Company.
(Mr. Sarit Patanatmarueng)
Managing Director
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𓬠√√‡ √‘≠ ®ÿÓ߰Ÿ√Mr. Sunsurn Jurangkoolª√–∏“π°√√¡°“√
𓬙Ÿ∑Õß æ—≤π–‡¡≈◊ÕßMr. Choothong Patanatmarueng
√Õߪ√–∏“π°√√¡°“√
𓬠√‘» æ—≤π–‡¡≈◊ÕßMr. Sarit Patanatmarueng°√√¡°“√ ·≈–°√√¡°“√ºŸâ®—¥°“√
π“¬∑«’©—μ√ ®ÿÓ߰Ÿ√Mr. Thaveechat Jurangkool°√√¡°“√
𓬧– ÷́ ‚¬™‘ ‚Õß“°‘Mr. Katsuyoshi Ogaki°√√¡°“√
π“¬Õ¿‘π—π∑å ≥ √–πÕßMr. Apinan Na Ranong°√√¡°“√Õ‘ √– ·≈–°√√¡°“√μ√«® Õ∫
π“¬¡“°“‚μ ‡∑√“Õÿ√“Mr. Makoto Teraura
°√√¡°“√
𓬰√°√ƒ™ ®ÿÓ߰Ÿ√Mr. Kornkrit Jurangkool
°√√¡°“√
𓬰«’ « ÿ«—μMr. Kavee Vasuvat
°√√¡°“√Õ‘ √– ·≈–ª√–∏“π°√√¡°“√μ√«® Õ∫
𓬪√‘≠≠“ ‰««—≤π“Mr. Prinya Waiwatana
°√√¡°“√Õ‘ √– ·≈–°√√¡°“√μ√«® Õ∫
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√“¬π“¡§≥–ºŸâ∫√‘À“√
𓬠√√‡ √‘≠ ®ÿÓ߰Ÿ√Mr. Sunsurn Jurangkoolª√–∏“π‡®â“Àπâ“∑’Ë∫√‘À“√
𓬙Ÿ∑Õß æ—≤π–‡¡≈◊ÕßMr. Choothong Patanatmarueng√Õߪ√–∏“π‡®â“Àπâ“∑’Ë∫√‘À“√
π“ß “« ‘√‘≥“ æ—≤π–‡¡≈◊ÕßMs. Sirina PatanatmaruengºŸâ®—¥°“√ ”π—°ß“π
π“¬π—π∑«’ ∑’§”‡°μÿMr. Nuntavee TeekumgateºŸâ®—¥°“√∑—Ë«‰ªÕ“«ÿ‚ ( ”π—°ß“π)
·≈–√—°…“°“√ºŸâ®—¥°“√∑—Ë«‰ª (‚√ßß“π)
𓬠ÿ∑𠇪√¡ª√’Mr. Suthon Prempree
ºŸâ®—¥°“√‚√ßß“π
𓬠√‘» æ—≤π–‡¡≈◊ÕßMr. Sarit Patanatmarueng
°√√¡°“√ºŸâ®—¥°“√
𓬧– ÷́ ‚¬™‘ ‚Õß“°‘Mr. Katsuyoshi OgakiºŸâ®—¥°“√∑—Ë«‰ªÕ“«ÿ‚ (‚√ßß“π)
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Organization Chart as of March 9, 2009
8
Board of Directors
Pre Assembly
Maintenance
Quality Control
Factory Manager
Compliance & Investor Relation
Mr. Suthon Prempree
Factory General Manager
Supplier Quality Assurance
Nomination Committee
Delivery
Motorcycle
Window Regulator
Production Engineering
Engineering
Testing Room
Accounting & FinanceAutomobile
Sourcing
MarketingQuality Assurance
Mr. Nuntavee Teekumgate (Acting)
Office General Manager
Mr. Sarit Patanatmarueng (Acting)
Audit Committee
Internal Audit
Office Manager
Electronic Data Processing
Business Development
Safety, Health & Environment
Part Control
Chief Executive Officer
Managing Director
General Affairs
Training and Development
Human Resources Management
Senior General Manager - Office
Mr. Nuntavee Teekumgate
Ms. Sirina Patanatmarueng
Senior General Manager - Factory
Mr. Katsuyoshi Ogaki
Remuneration Committee
QMR & EMR
Mr. Sarit Patanatmarueng
Mr. Sunsurn Jurangkool
Deputy Chief Executive Officer
Mr. Choothong Patanatmarueng
9
Corporate Background and Major Developments
Thai Steel Cable Company Limited (T S K) was established on June 12, 1978, with its first
offices located on Soi Narksuwan, Sathupradith Road. The two principal founders of the Company
were Mr. Sunsurn Jurangkool and Mr. Choothong Patanatmarueng. Both had extensive experience
in the automobile industry and enjoyed good relations with auto manufacturers, locally and abroad.
The Company had initial registered capital of 4 million Baht. The corporate mission was to produce
control cables used in motorcycles, for Thai motorcycle manufacturers. In the early stages of the
business, production capacity was 250,000 pieces per year. Another major milestone was the
increase in registered capital to 10 million Baht, through joint investment with HI-LEX Corporation,
which is a major producer of automobile and motorcycle control cables in Japan and holds a 35%
equity stake of total registered and paid-up capital in the Company.
Key changes and developments in the Company’s history
2005 - The Company was granted ISO/TS 16949 standards certification for quality
management systems in the automobile industry. This certification was issued to
replace the previous QS 9000 certification.
- Transformed to public company, together with an increase in registered capital to 268.50
million Baht and an adjustment of the share par value to 1 Baht per share.
- Listing on the Stock Exchange of Thailand
- The Company’s production capacity of automobile and motorcycle control cables totaled
23 million pieces per year. This can be categorised as 13 million automobile control cables
per year, 10 million motorcycle control cables per year and 1.8 million automobile window
regulator sets annually.
2006 At the end of 2006, the Company began the gradual process of relocating its factory and
head office premises from Kingkaew Road, Samutprakarn Province to Amata Nakorn
Industrial Estate in Chonburi Province. The new factory has a maximum production
capacity of approximately 32 million pieces per year. This breaks down as approximately 18
million automobile control cables annually, 12.30 million motorcycle control cables yearly
and 1.8 million automobile window regulator sets each year.
2007 - The Company relocated its head office from 57 Moo 6, Kingkaew Road, Tambol
Rachataewa, Amphur Bangplee, Samutprakarn Province, to Amata Nakorn Industrial
Estate, No.700/737 Moo 1, Tambol Panthong, Amphur Panthong, Chonburi Province. The
new address was officially registered with the Department of Business Development, the
Ministry of Commerce on January 3, 2007.
- The Company received two BOI privilege certificates. The amount of granted promotional
incentives would vary depending on actual investment as of the commencement date of
the operation.
Certificate 1 provided promotional incentives not exceeding 566.59 million baht for the
relocation project of the existing facilities.
Certificate 2 provided promotional incentives for the Company’s plant expansion project
not exceeding 138.94 million baht.
- In December 2007, the Company received Ford Q1 Award from AutoAlliance (AAT).
This award is given to parts manufacturers for best quality management. Awarded
companies earn a privilege to distribute automobile parts to Ford subsidiaries whose
branches are located throughout the world.
10
2008 - In September 2008, the Company received Quality Control Cycle (QCC) Award from Thai
Hino Co-Operation Club. This award concerns with quality control improvement through
waste reduction in production process.
- In November 2008, the Company won the first prize of Toyota Production System (TPS)
Award in Group Sub Leader category for the second year in a row from Toyota Motor
Asia Pacific Engineering and Manufacturing Co., Ltd. This award concerns with cost
reduction from optimum utilization through resource management.
General Corporate Information
Registered company Thai Steel Cable Public Company Limited
Company registration number 0107574800145
Registered capital 268,500,000 Baht
(comprising 268,500,000 ordinary shares with a par value of 1 Baht per
share)
Paid-up capital 259,800,000 Baht
Nature of business The production of automobile and motorcycle control cables, as well as
the manufacture of automobile window regulators. The products are
distributed to major domestic automobile and motorcycle manufacturers
and spare parts centres. Output is also exported to oversea markets.
Head Office Amata Nakorn Industrial Estate, 700/737 Moo 1, Tambol Panthong,
Amphur Panthong, Chonburi Province, 20160.
Telephone : (038) 447 200 - 21
Facsimile : (038) 447 259 - 60
Website http://www.thaisteelcable.com
11
Nature of Business
Business of Thai Steel Cable Public Company Limited may be classified according to 2
categories as follows:
1) Control cable business, comprising
- automobile control cables, such as hood release cables, trunk opener cables, engine
start cables, and transmission cables
- motorcycle control cables, such as brake cables, clutch cables, tachometre cables, and
accelerator cables
2) Window regulators using cable for all types of automobile
The products are distributed to leading automobile and motorcycle manufacturers, as well as
spare parts centres and retail traders, both domestically and abroad. The products are distributed
under the trademark and the trademarks of HI-LEX Corporation, namely
and “HI-LEX”. The Company remunerates HI-LEX Corporation for the use of these trademarks
under the conditions of a licensing and technical assistance agreement and is applicable to products
sold under the trademark of the Company itself, or of HI-LEX Corporation. The Company’s
products have therefore gained strong acceptance from automobile and motorcycle manufacturers in
Thailand for its quality, pricing, as well as before and after-sales services.
At end of 2008, the Company owned leading market shares of control cables in Thailand.
The major customers are prominent automobile manufacturers of Japan and USA. Moreover, the
Company also gained trust in being the major supplier of window regulators for Honda Automobile
(Thailand).
Revenue structure
2006 2007 2008
Product line
Revenue
Million Bt.
Ratio
(%)
Revenue
Million Bt.
Ratio
(%)
Revenue
Million Bt.
Ratio
(%)
Revenue from domestic sales 2,131 97 2,110 95 2,152 92
- automobile control cables 1,073 49 1,230 55 1,299 56
- motorcycle control cables 461 21 439 20 473 20
- automobile window regulators 587 27 428 19 373 16
- others
10 - 13 1 7 -
Revenue from overseas sales 49 2 91 4 159 7
- automobile control cables 17 1 17 1 19 1
- motorcycle control cables 0.5 - 7 - 21 1
- automobile window regulators 0.07 - 1 - 50 2
- others
31 1 66 3 69 3
Other income
- others 21 1 23 1 36 1
Total revenues 2,201 100 2,224 100 2,347 100
12
Industrial Trends and Competitive Situation in the Future
In 2008, Thailand encountered an economic depression caused by excessive subprime
lending by U.S. financial institutions. Such problem culminated into a global economic crisis that
has produced far-reaching impacts on economies of several countries, especially those of developed
countries and export-dependent developing countries. These developing countries have been
adversely affected by dwindling purchasing powers abroad. Such factors were attributed to a
slowdown in the automobile industry late last year. In 2008, total production output of automobiles
reached 1,394,029 units, up only 8% from the previous year and the production output of
motorcycles totaled 3,011,688 units or 10% drop.
Statistics of automobile and motorcycle manufacturing (Volume: units)
Automobile Motorcycle
Year Total
production
Output
Domestic
sales
Export
sales
Volume
growth
(%)
Total
production
Output
Domestic
sales
Export
Sales
Volume
growth
(%)
2006 1,188,044 646,838 541,206 6 3,543,683 1,968,017 1,575,666 1
2007 1,287,379 598,287 689,092 8 3,334,798 1,545,313 1,789,485 (6)
2008 1,394,029 610,317 783,712 8 3,011,688 1,756,476 1,255,212 (10)
Source: The Federation of Thai Industries
It is expected that in 2009 the automobile industry will be on a downward trend when
compared to last year, whether it be production volume, domestic sales, and export volume. This
predicament might be attributed to U.S. financial crisis, which has produced a shockwave
throughout the entire world. Moreover, political uncertainties in Thailand also failed to pep up
investment and consumption confidence. Such a strong signal reinforces the notion that consumer
purchasing will decline and inevitably the automobile industry will be hard-hit. It is estimated that
in 2009 total production output of automobiles would hover around 1.08 million units, plummeting
22% from last year and the production output of CBU motorcycles would be around 1.66 million
units, down 13%.
However, the government has mulled over some support measures to stimulate the recovery
in the automobile industry, whether it be building confidence in Thailand’s economic and political
situations, reducing automobile’s excise tax to 3%, or implementing financial measures through
state-owned banks to grant credit lines to improve cash flow of ailing manufacturers. Meanwhile,
some automobile manufacturers announced that they would move their production facilities of some
car models to Thailand, thus reaffirming that Thailand is still one of robust automobile production
bases in the world. Even though the automobile industry in Thailand has been somewhat on a
downside but it is anticipated that the industry can recover.
13
Risk Factors
Risk factors that may affect the Company’s business are detailed as follows.
• Risk from reliance on majority shareholders
The Company has entered into a technical assistance agreement in relation to the trademark
rights to the and “HI-LEX” brands, as well as technical support for the
production of automobile and motorcycle control cables and cable-type window regulators.
The agreements were made in writing with HI-LEX Corporation. Currently, the Company
already renewed the previous agreement which had lapsed. The new agreements will expire
in 2011 and 2013 respectively. In addition, the Company purchases certain raw materials and
components from Hi-Lex Corporation, comprising rubber materials and finished parts, since
these are either not produced locally, are not economically feasibly for the Company to
manufacture itself, or the materials cannot be sourced domestically. The Company has not
made any contracts whatsoever controlling the procurement of raw materials.
Nonetheless, the Company is confident in managing the risk associated with such raw
materials and components purchases, since the Company can arrange procurement from
other firms in Japan to replace HI-LEX Corporation at short notice, if necessary. However,
this could result in higher costs. The Company has also attempted to seek local trade
partners as a substituted source of local raw materials and components. Recently, it has
already begun to source certain categories of materials and components from domestic
suppliers, in order to reduce costs, particularly those relating to transportation and import
tariffs. Meanwhile, with reference to the license and technical assistance agreement made
with HI-LEX Corporation, the probability that this agreement will not be extended is
minimal. This is because HI-LEX Corporation is a major shareholder in the Company, with
a 27% equity stake. It has also provided the Company with an assurance in writing that it
will extend the said contracts for an additional 5 years, upon the expiration of each of the
current agreements (in accordance with HI-LEX Corporation’s contract extension policy
towards all business in its group). In addition, the two have enjoyed a mutual investment
relationship lasting almost 3 decades. The Company is therefore confident that HI-LEX
Corporation will continue to remain a shareholder and maintain its intention to support the
Company in its future growth. Consequently, the level of risk for this factor is limited.
• Risk from foreign competition
The Company may encounter risk from foreign competitors who relocate their components
manufacturing bases to Thailand, under Thailand’s free trade agreements with other nations.
The primary factors which allow operators to maintain their competitiveness are quality;
production costs that meet customer requirements; punctual delivery; and after-sales
services to instill customer confidence. The Company has formulated marketing strategies
that focus on producing quality products, timely delivery, as well as product pricing that is
reasonable and competitive in relation to other rivals. Moreover, the Company has a
customer profile that includes good relations with leading producers that have
manufacturing bases in Thailand. In addition, with its own product testing facilities, the
Company could reduce operational time and expenses. Consequently, market entry risk of
foreign competitors which can compete at the same level is rather low because of high
investment and inability of potential competitors to undertake fully integrated operations
similar to the Company.
14
• Risk from raw material price fluctuations
In 2008, the Company’s main raw materials purchased were steel wire, plastic pellets, and
rubber. These represented a value of more than 50% of the total materials and components
value purchased by the Company. The prices of these raw materials are influenced by
buying and selling price fluctuations, owing to the supply and demand of steel, plastic
pellets and rubber in the world market. These factors are beyond the control of the
Company. Despite this, if raw material price fluctuations should prove a significant factor,
the Company believes that it can adjust the prices of its products to accommodate these
fluctuations. This is because the conditions of the trading contracts made between the
Company and its customers allow both parties to consider price adjustments on a periodic
basis, such as every 6 months, or whenever raw material prices change by more than 3%.
When price adjustments are made, both parties agree to institute the changes and in some
cases, the customer agrees to back-adjustments of prices as well. Such adjustments help
reduce the risk of raw materials price fluctuations.
• Risk from foreign currency exchange fluctuations
In 2008, the procurement of some of the Company’s raw materials and components was
imported from abroad. The proportion was approximately 37% of the total purchase amount
of raw materials and components. The total annual value of the Company’s raw material and
components purchases made in foreign currency was equivalent to approximately 610
million Baht. The ratio of purchases made in Japanese Yen to the US Dollar was around 18 :
2. The highest average value of outstanding payments due at any given time does not exceed
63 million Baht. The Company therefore has some risk from foreign currency fluctuations if
the exchange rate fluctuates.
However, the Company has been granted a credit line for the forward purchase of foreign
currency by a certain financial institution, equivalent to a value of 130 million Baht. This
facility allows the Company to reduce its risk from foreign currency exchange risk, as and
when and it sees appropriate to do so.
• Risk from reliance on major customers
At present the Company currently has 5 principal customer groups, 3 of which are major
automobile manufacturers and 2 of which are major motorcycle producers. Combined sales
to these large customers represented a proportion of approximately 71% of the Company’s
revenues in 2008. Consequently, the Company has some sales risk in the event that any of
these producers should decide to cut their output or discontinue their purchase orders with
the Company. This in turn could affect its business, financial status and future operating
performance. Nonetheless, the Company has been a significant producer of automobile and
motorcycle control cables as well as window regulators for more than 30 years, developing
manufacturing efficiency to a standard that has gained renown. Its manufacturing
technology is of a pioneering quality and efficiency, earning the Company widespread
acceptance. Production costs are also competitive. Furthermore, the Company has had
business dealings with the major automobile and motorcycle producers for a considerable
length of time. One of its major shareholders is HI-LEX Corporation, the leader in
manufacturing control cables in Japan. The Company also related to Summit Corporation,
which is among the largest automobile and motorcycle components makers in Thailand with
longstanding experience in the industry and credibility for the quality of its products.
Meanwhile, the product range offered by Summit Corporation covers almost every type of
automobile and motorcycle component, such as the vehicle body, seats and side door panels.
Thus, these factors help ensure that the potential for automobile and motorcycle
manufacturers to switch their allegiance to rival firms is relatively low.
15
• Risk from majority shareholder groups holding more than 50% of shares and having
management control of the Company, wherein such majority shareholders may have a
conflict of interest with the Company and/or other shareholders of the Company
The Company currently has 3 major shareholder groups: Jurangkool family, Patanatmarueng
family, and HI-LEX Corporation. Together, they hold a combined share of 77% of the
Company’s registered and paid-up capital. Consequently, they have the ability to control
almost all the resolutions at Shareholder Meetings, with the exception of resolutions
specified by Law or the Company’s regulations, which require a vote of 3 in 4 at
Shareholder Meetings. As a result, other shareholders may be unable to collect sufficient
votes to ensure checks and balances for matters proposed by the majority shareholders. In
some circumstances, the interests of majority shareholders may conflict with the interests of
the Company, or with the interests of other Company shareholders. Moreover, the majority
shareholders have management control of the Company, holding 7 Director seats on the
Company’s Board, out of a total of 10 Directors, as well as holding all the positions in the
Executive Committee. There is therefore a risk that the majority shareholder groups exercise
absolute control that may be used in matters that conflict with the Company’s interests
and/or those of minority shareholders. This could have an effect on the Company’s business
in the future.
Despite this, the Company believes that the appointment of 3 additional, external and
Independent Directors allows the inspection of other Executives’ actions and sufficiently
oversees the interests of minority shareholders. The Company also commissioned outsiders
to assess adequacy of the internal control system and to audit operations of various
departments. With recommendations from these exercises, the Company further improved
the internal control system in order to enhance operating efficiency of the internal control
department. Thus, it is unlikely that such risk will happen.
• Risk from compensation for warranty claims
The Company has a duty to guarantee the quality of its products, as well as a responsibility
to its customers. Any damage arising from the Company’s products are specified in the
purchase agreement as being the responsibility of the Company under the warranty claim. In
the event that automobile and motorcycle manufactures should seek to call in their warranty
claims in an amount equal to or exceeding the Company’s sales, backed by a court ruling
that the Company is indeed responsible, this could have a potential impact on the future of
the business. In back-to-back type agreements, consumers can seek claims from automobile
and motorcycle producers to offset damages owing to the products. If it can be proved that
such damage is a result of the Company’s defective products, it will be held jointly
responsible for paying compensation. The agreements do not specify the maximum amount
for which the Company may be liable. In addition, there are other costs associated with
damages from defective products, such as the expense of repairs and related labor costs.
In each year, customers seek claims from the Company, but compared to overall sales, they
represent a minimal fraction. Such claim is considered normal in business conducts of the
automobile industry and does not constitute an influencing factor on customer’s purchase
decision. To date, warranty claims have had no significant bearing on the Company’s
operations whatsoever. The Company also highly emphasis the quality of its products:
therefore, prior to delivering products to customers, the products have already been
thoroughly tested and inspected. Warranty claim volumes are then summarized on a half-
yearly basis and utilized to plan future product quality inspection and development
programs. The Company is confident that these safeguards will help reduce the risk
associated with compensation for warranty claims.
16
• Risk from reliance on the automobile and motorcycle industries
The Company’s operations are influenced significantly by the automobile and motorcycle
industries. If these industries experience a decline or a slowdown, the Company’s business
will similarly be affected. However, as the public sector has clearly announced its support
for a policy to create Thailand as the “Detroit of Asia”, including the Ministry of Industry’s
presentation of its Thailand Automotive Master Plan, the probability of a downturn scenario
is limited. This in turn reduces the risk that the Company will be affected by its reliance on
the automobile and motorcycle industries.
• Risk from competition within the automobile and motorcycle components
manufacturing industry
The Company could potentially lose market share to its competitors, due to the intense
competition within the automobile and motorcycle component manufacturing industry, both
locally and abroad. There is thus a risk that this could affect its operations.
Since the production of automobile and motorcycle components requires highly efficient
and accurate manufacturing processes, in order to ensure quality products in line with each
customers’ requirements. In addition, before ordering components for each model of
automobile or motorcycle, the respective vehicle manufacturers will select the components
manufacturers before actual production. The components manufacturers who pass selection
will receive ongoing orders from the automobile or motorcycle manufacturers throughout
the production run of that particular model. Furthermore, changes in automobile or
motorcycle models have little effect on technological changes for the production of control
cables or window regulators, especially motorcycles that continue to utilize similar control
cables despite model changes. The Company has been recognized as a manufacturer of
control cables for automobiles and motorcycles, as well as window regulators for
automobiles with over 30 year experiences; it is also one of the country’s largest in its field.
Furthermore, it has a long-standing reputation and acceptance among automobile and
motorcycle manufacturers. All these factors allow the Company to enjoy an advantage over
its domestic competitors. Based on these considerations, the Company is confident that it
will be able to continue to compete effectively with other industry players.
17
Shareholding Structure and Management
Major shareholders
The major shareholders of the Company as of February 27, 2009 are presented as below.
No. Name Number of
shares
% of shares
held
1 The Jurangkool Group 100,257,500 38.59
2 HI–LEX Corporation 70,000,000 26.94
3 The Patanatmarueng Group 29,497,600 11.35
4 Thai NVDR Company Limited 11,409,300 4.39
5 Mr. Sagha Veeravathaganon 8,000,000 3.08
6 ���������� ���������� 6,500,000 2.50
7 Mr. Dumrong Kulthanapong 6,000,000 2.31
8 Goldman Sachs International 4,431,500 1.71
9 ก��������� ����������������������� 70/30 1,596,800 0.61
10 ���������� �� ���� 1,382,400 0.53 11 ������!"� #!�#$%��&�'�ก�(
1,000,000 0.38
12 ����)�ก�� ���*����"�ก!� 926,600 0.36
13 Others
18,798,300 7.25
Total 259,800,000 100.00
Note : 1) The Jurangkool Group comprises 3 shareholders of the same family name and related
individuals as follows :
- Mr. Sunsurn Jurangkool holds 83,115,000 shares, or 31.99% of paid up capital
- Mr. Apichart Jurangkool holds 192,500 shares, or 0.07% of paid up capital
- Mr. Thaveechat Jurangkool holds 16,950,000 shares, or 6.52% of paid up capital
2) The top 10 major shareholders of HI-LEX Corporation are :
1. Teraura Investment Co., Ltd. 17.99%
2. Steel Partners Japan Strategic Fund (Offshore). LP 8.52%
3. Teraura Scholarship Foundation 4.06%
4. JP Morgan Chase Bank 3.85%
5. Melon Bank Treaty Clients Omnibus 3.58%
6. Nippon Life Insurance Company 3.40%
7. Japan Trustee Services Bank, Ltd. 3.08%
8. Bank of New York, Treaty JASDEC Account 2.34%
9. Bank of Tokyo-Mitsubishi UFJ, Ltd. 2.32%
10. Honda Motor Co., Ltd. 2.22%
(Data as of: October 31, 2008)
18
3) The Patanatmarueng Group comprises 4 shareholders of the same family name and
related individuals as follows :
- Mr. Choothong Patanatmarueng holds 16,997,400 shares, or 6.54% of paid up capital
- Mrs. Orasa Patanatmarueng holds 12,000,000 shares, or 4.62% of paid up capital
- Ms. Sirina Patanatmarueng holds 150,100 shares, or 0.06% of paid up capital
- Mr. Sarit Patanatmarueng holds 350,100 shares, or 0.14% of paid up capital
Management
(1) Management structure
As of March 9, 2009, the Company’s management structure comprises 4 Committees,
namely the Board of Directors, the Audit Committee, the Nomination Committee and the
Remuneration Committee. The details of this structure are outlined as follows.
1. The Board of Directors
The Company’s Board of Directors as per the certification of the Ministry of Commerce
dated March 3, 2009 shows that there are 10 Directors comprising :
- Directors who also serve as Executives - 4 individuals
- Non-Executive Directors - 3 individuals
- Independent Directors - 3 individuals
The Board of Directors comprises highly qualified individuals with knowledge, capabilities
and experience that benefit the Company, as follows.
No. Name of Director Designation 1 Mr. Sunsurn Jurangkool Chairman of the Board of Directors 2 Mr. Choothong Patanatmarueng Vice Chairman 3 Mr. Sarit Patanatmarueng Director 4 Mr. Makoto Teraura Director 5 Mr. Thaveechat Jurangkool Director 6 Mr. Kornkrit Jurangkool* Director 7 Mr. Katsuyoshi Ogaki Director 8 Mr. Kavee Vasuvat Independent Director 9 Mr. Apinan Na Ranong Independent Director 10 Mr. Prinya Waiwatana Independent Director
Note : The Meeting of the Board of Directors No. 4/2551 held on November 13, 2008 passed a resolution to
appoint a new Director, Mr. Kornkrit Jurangkool to replace a Director who resigned, namely Mr.
Apichart Jurangkool, effective as of November 13, 2008 onwards.
Ms. Visakorn Unphon serves as the Secretary to the Board of Directors and Company
Secretary.
Directors with signatory authority
Either one of Mr. Sunsurn Jurangkool; Mr. Thaveechat Jurangkool; or Mr. Kornkrit Jurangkool
signs with either Mr. Choothong Patanatmarueng; Mr. Sarit Patanatmarueng; or Mr. Katsuyoshi
Ogaki and affix the Company seal. Otherwise, Mr. Choothong Patanatmarueng or Mr. Sarit
Patanatmarueng signs with Mr. Katsuyoshi Ogaki and affix the Company seal.
19
Scope and authority of the Board of Directors
1. Comply with the Laws, company objectives, and company regulations, including resolutions of
Shareholder Meetings, with honesty, integrity and caution in protecting the Company’s
interests, as well as for the ultimate benefit of shareholders.
2. Consideration of qualified candidates who do not have prohibited characteristics as specified by
the Public Company Act of B.E. 2535 (A.D.1992), securities and stock exchange laws, as well as
the relevant announcements, regulations and/or rules in the event that a Directorial position
becomes vacant for any other resign than completion of tenure.
3. Selection of candidates proposed by the Nomination Committee for the position of Independent
Directors, based on a consideration of qualifications and no prohibited characteristics as
specified by the Public Company Act of B.E. 2535 (A.D.1992), securities and stock exchange
laws, as well as the relevant announcements, regulations and/or rules. Selected candidates are
proposed at the Board of Directors’ Meeting and/or Shareholder Meetings for appointment as
Independent Directors of the Company accordingly.
4. Consideration of the appointment of the Audit Committee, in accordance with the qualifications
as specified by the securities and stock exchange laws, as well as the relevant announcements,
regulations and/or rules of the Stock Exchange of Thailand.
5. Appointment of management, from candidates proposed by the Nomination Committee,
including the consideration of appointment of the Managing Director. Determination of the
scope of authorities, duties and responsibilities of the Managing Director, as well as the
delegation of authority to the Managing Director to conduct operations on behalf of the
Company in relation to normal corporate business activities.
6. Review and authorization of the Company’s management structure, as well as the nomination of
the Executive Committee, selected from members of the Board of Directors. Determination of
the scope, authorities and responsibilities of the Executive Committee.
7. The Board of Directors has the authority to consider the determination and amendment of
Directors with signatory rights in entering into binding obligations on behalf of the Company.
8. Appoint or delegate authority to any one or several Directors, or other individuals, to conduct
any activity on behalf of the Board of Directors as deemed appropriate. This right may be
revoked, changed or amended as required.
9. Authorization of the Company’s dividend payment policies and policy guidelines for investment
in subsidiaries, associated and related companies.
10. Authorization of interim dividend payments to shareholders, if it is deemed the Company has
sufficient profitability to do so, including informing shareholders of such at the following
Shareholders’ Meeting.
11. Authorization of other significant matters, such as corporate governance policies, related party
transactions, connected transactions and the acquisition or divestiture of assets of a public listed
company in accordance with the Announcements, Regulations or Codes relating to the Stock
Exchange of Thailand.
12. Consideration of other matters required by law to be passed by the resolutions of Shareholder
Meetings
20
Qualifications of “Independent Directors” of Thai Steel Cable Public Co., Ltd.
Of the three Independent Directors, one Director is a respected specialist in the automobile
industry, while the other two Directors are experts in the field of management. The qualifications
for Independent Directors are outlined as below:
1. Independent Directors do not hold shares in the Company or any related businesses or
any juristic person that may hold potential conflict; this extends to holdings by persons
related to the Independent Directors
2. Presently and two-year-period prior to the appointment, the Independent Directors shall
have no participation in management of the Company; they are not employees, staff or
consultants drawing a monthly salary; nor audit consultants, legal counsel, or controllers
of the Company, affiliates, its related businesses, or any juristic person that may hold
potential conflict or of the majority shareholder groups.
3. Independent Directors have no benefit or vested interest, whether direct or indirect, to
the Company, its related businesses or of the majority shareholder groups.
4. Independent Directors are not close relatives or have other relations that compromise
independence from management, the Company’s majority Shareholders, related
businesses, or other juristic persons with a potential conflict of interest. Furthermore,
they are not representatives appointed to protect the interests of Directors and major
Shareholders.
5. Independent Directors shall not provide professional services or create significant
connected transaction as indicated by SEC.
6. Independent Directors are able to freely express their opinions or report on performance
in accordance with the duties as assigned by the Board of Directors. They are not
controlled by management or majority shareholders of the Company, including related
persons or close relatives of such individuals.
2. Audit Committee
The Meeting of the Board of Directors No. 4/2550 held on November 13, 2007 resolved to
re-appoint the Audit Committee to resume their office for a term of 3 years each. Directors are
independent and qualified as specified by the law pertaining to requirement of Stock Exchange
Commission (SEC), and Stock Market of Thailand (SET). Mr. Prinya Waiwatana is an audit
committee member who is highly knowledgeable and experienced in finance and accounting.
No. Name of Director Designation 1 Mr. Kavee Vasuvat Chairman of the Audit Committee 2 Mr. Apinan Na Ranong Audit Committee Director 3 Mr. Prinya Waiwatana Audit Committee Director
Ms. Pensiri Petchgunphoom serves as Secretary to the Audit Committee.
Qualifications “Audit Committee Member” of Thai Steel Cable Public Co., Ltd.
The Company has reviewed and added qualifications of audit committee member in
accordance with a resolution of the Board of Directors Meeting No. 1/2552 that complies with the
Office of the Securities and Exchange Commission's notification.
1. Audit committee members are an independent director appointed by the Board of
Directors.
2. Audit committee members perform duties as stipulated by the Stock Exchange of
Thailand.
3. One audit committee member must have sufficient knowledge and experiences to attest
the integrity of financial statements.
4. Audit committee members are not a director assigned by the Board of Directors to make
a decision about the Company’s business conducts, related businesses, or any juristic
person that may have a conflict of interest.
21
5. Audit committee members do not engage in business management and they are neither an
employee, staff, consultant that receives a monthly salary, nor other consultant of the
Company, its subsidiaries, joint venture enterprises, related businesses, or any juristic
person that may have a conflict of interest now and during a period of two years before
such appointment.
6. Audit committee members receive no direct or indirect benefits or stakes from the
Company, its subsidiaries, joint venture enterprises, or any major shareholder of the
Company.
7. Audit committee members are not a close relative of any management executive, major
shareholder of the Company, its subsidiaries, joint venture enterprises, related
businesses, or any juristic person that may have a conflict of interest. Moreover, they are
not appointed to be a proxy who protects any director or major shareholder’s interests
that may disrupt his/her independence.
8. Audit committee members do not have business ties through provision of professional
services and any relationship through related transactions in accordance with a degree of
significance stipulated in the Committee on Capital Market Supervision's notification.
9. Audit committee members can independently perform their duties in terms of expression
of their viewpoints or report performance of their duties designated by the Board of
Directors.
3. Nomination Committee
The Meeting of the Board of Directors No. 4/2551 held on November 13, 2008 resolved
to appoint the Nomination Committee to resume their office for another term of 3 year each. The
Committee comprises 3 Directors as follows.
No. Name of Director Designation 1 Mr. Thaveechat Jurangkool Chairman of the Nomination Committee 2 Mr. Sarit Patanatmarueng Nomination Committee Director 3 Mr. Kornkrit Jurangkool Nomination Committee Director
Ms. Sirina Patanatmarueng serves as Secretary to the Nomination Committee.
Scope and authority of the Nomination Committee
Consideration and proposal of individuals with suitable qualifications for submission to the
Board of Directors prior to appointment as Directors by the Shareholders’ Meeting.
4. Remuneration Committee
The Meeting of the Board of Directors No. 4/2551 held on November 13, 2008 resolved
to appoint the Remuneration Committee to resume their office for another term of 3 year each. The
Committee comprises 3 Directors as follows.
No. Name of Director Designation 1 Mr. Kavee Vasuvat Chairman of the Remuneration Committee 2 Mr. Apinan Na Ranong Remuneration Committee Director 3 Mr. Prinya Waiwatana Remuneration Committee Director
Ms. Sirina Patanatmarueng serves as Secretary to the Remuneration Committee.
Scope and authority of the Remuneration Committee
Review of policies relating to remuneration and benefits for the Board of Directors, Audit
Directors, Nomination Committee Directors and Remuneration Committee Directors for proposal to
the Board of Directors and consideration by the Shareholders’ Meetings of such policies.
22
Executives
As of March 9, 2009, the Company has 7 Executives as follows.
No. Name of Executives Designation 1 Mr. Sunsurn Jurangkool Chief Executive Officer 2 Mr. Choothong Patanatmarueng Deputy Chief Executive Officer 3 Mr. Sarit Patanatmarueng Managing Director and Acting General Manager
(Office) 4 Mr. Katsuyoshi Ogaki Senior General Manager (Factory) 5 Mr. Nuntavee Teekumgate Senior General Manager (Office) and Acting
General Manager (Factory) 6 Mr. Suthon Prempree Factory Manager 7 Ms. Sirina Patanatmarueng Office Manager
Scope and authority of the Managing Director
The Managing Director has the duty to perform tasks as assigned by the Board of Directors,
with deference to the rules and regulations of the Company. However, such assignation must not
allow the Managing Director to approve transactions that either himself or parties with a potential
conflict of interest or benefit or any other conflicts with the Company and its subsidiaries. Approval
for such transactions must be given by the Meeting of the Board of Directors and/or the Meeting of
Shareholders (as may be the case) in line with the regulations of the Company or relevant laws. The
exception is approval for items that constitute the normal business of the firm, with a clearly
defined scope. The scope of authority for this designation may be summarized as follows.
1. Responsible for the general management of the Company, including for production, sales and
other activities constituting the normal business.
2. Coordinate with the Internal Audit Department with regards to accounting matters and
disbursement-payment of money that does not meet the policies of the Company.
3. Act as a signatory on behalf of the Company with regard to recruitment and employment.
4. Consider budget in conjunction with the Board of Directors.
5. Negotiate and review contract documentation relating to the normal business operations of the
Company; provide recommendations and suggestions in such matters.
6. Conduct any other activity as assigned by the Board of Directors’ resolutions.
(2) Nomination of Directors and Executives
The nomination of Directors of the Board, the Managing Director, the other
Committee members are selected and screened by the Nomination Committee, prior to proposal to
the Board of Directors and/or the Shareholders’ Meeting. The process defers to Company policies
and takes into account candidates’ qualifications, knowledge, skills and their ability to allocate
sufficient time for employment with the Company.
In accordance with Company regulations, the Board of Directors must comprise at
least 5 members, but not exceed 12. At least half Directors are required to be residents of Thailand.
The Directors may or not be Shareholders in the Company.
23
The Shareholders’ Meeting selects and appoints Directors in accordance with the guidelines
and method as follows
- each Shareholder has a vote equivalent to one vote per share
- each Shareholder may use all his votes to appoint one or more individuals as Directors, but
may not divide his votes with any other persons
- candidate receiving the most votes in successively descending order will be appointed as
Directors according to the number of Directors required, or to be voted for, on that
particular occasion. In the event that there is a tie between candidates in the next tier,
which would exceed the number of Directors required, the Chairman of the Meeting will
cast the deciding vote
- at every Annual Meeting of Ordinary Shareholders, a number of one in three (1/3) of the
total number of Directors at that time will vacate their offices. If the number may not be
divisible by three, the number of Directors to vacate their posts will be the figure closest to
the value of one in three (1/3). Directors who vacate their offices may be re-elected to
assume their seats. Directors who are obliged to vacate their offices in the first or second
year following the Company registration will be decided by a ballot. In successive years,
the longest-serving Directors will vacate their offices.
- The Shareholders’ Meeting may pass a resolution to remove a Director from office before
completion of the Director’s term with a vote of not less than three in four (3/4) of the
number of shareholders in attendance with voting rights and a collective number of votes
of at least one half of the shares held by Shareholders in attendance and with voting rights
(3) Remuneration of Directors and Executives
1. Monetary remuneration in 2008
- the total monetary remuneration for the Board of Directors of the Company was
755,000 Baht
- the total monetary remuneration for the Audit Committee was 300,000 Baht
- the total monetary remuneration for the Remuneration Committee was 75,000
Baht
- the total monetary remuneration for the Nomination Committee was 75,000 Baht
- the total monetary remuneration for eight management executives was 39.78
million baht (remuneration is in a form of monthly salary and annual bonus) (one
executive resigned in May 2008)
Name Board of
Directors
(Baht)
Audit
Committee
(Baht)
Remuneration
Committee
(Baht)
Nomination
Committee
(Baht)
1. Mr. Sunsurn Jurangkool 105,000 25,000
2. Mr. Choothong Patanatmarueng 100,000 25,000
3. Mr. Sarit Patanatmarueng 75,000 25,000
4. Mr. Makoto Teraura -
5. Mr. Apichart Jurangkool -
6. Mr. Thaveechat Jurangkool 75,000
7. Mr. Katsuyoshi Ogaki 100,000
8. Mr. Kavee Vasuvat 100,000 100,000 25,000
9. Mr. Apinan Na Ranong 100,000 100,000 25,000
10. Mr. Prinya Waiwatana 100,000 100,000 25,000
Total 755,000 300,000 75,000 75,000
Note : In 2008, the Board of Directors determined remuneration and the Nomination Committee held one
meeting in February 2008.
2. Other remuneration
- none -
24
(4) Supervision of insider information issues
The Company has measures to protect conflicts of interest with the adoption of a Code
of Conflict of Interest, which covers the use of insider information, trading of Company securities,
related party transactions and connected transactions. The Company conducts ongoing training to
keep its employees aware of such issues and the Board of Directors, Executives and employees
have a duty to strictly comply with the said Code. In the event that actions are found that contravene
this policy, this must be reported to the supervisor, Human Resources Management Department, or
the Audit Committee, as appropriate.
(5) Company dividend payment policy
The Company set forth dividend payment policy of not less than 25% of net profit
after deduction of all categories of reserves as specified in the Company regulations; in accordance
with Law; and barring any other circumstances wherein the payment of dividends will not affect the
normal operations of the business in a significant manner.
25
Directors’ Background Work Experiences in Late 5 Years First name - Last name
Age
Education
Shareholding
(%) (As of
February
27, 2009)
Relationship
Time Position Company
Business
Record
of
Offense
1. Mr. Sunsurn Jurangkool
67
Secondary School
31.99 Father of Mr. Thaveechat
Jurangkool and
Mr. Kornkrit Jurangkool
1978 – Present Chairman,
Chief Executive Officer,
Authorized Director
Thai Steel Cable Plc. Manufacturer of control cable for automobile/
motorcycle and car window regulator
None
1991 – Present Chairman,
Director,
Authorized Director
Summit Corporation Co., Ltd. Investment and shareholding in various
business
1986 – Present Chairman,
Director,
Authorized Director
Summit Auto Body Industry Co., Ltd. Manufacture of automobile body parts, mold
and die
1972 – Present Chairman,
Director,
Authorized Director
Summit Auto Seats Industry Co., Ltd. Manufacture of automobile and motorcycle
seat
1991 – Present Chairman,
Director,
Authorized Director
Summit Laemchabang Auto Body
Work Co., Ltd.
Produce body parts and exhaust system
equipment
1991 – Present Chairman,
Director,
Authorized Director
Summit Laemchabang Auto Seats
Manufacturing Co., Ltd.
Manufacture of automobile seat frame and
adjusting devices
1991 – Present Chairman,
Director,
Authorized Director
Auto Advance Material Manufacturing
Co., Ltd.
Manufacture dry mat, sound insulation,
plastic sheet, synthetic fiber sheet, for
automobile and motorcycle use
1995 – Present Chairman,
Director,
Authorized Director
Eastern P.U. Foam Industry Co., Ltd. Manufacture automobile seat foam
1997 – Present Chairman,
Director,
Authorized Director
Summit Engineering Center Co., Ltd. Design & manufacture of various kinds
of die and mold
1998 – Present Chairman,
Director,
Authorized Director
Modern Products Industry Co., Ltd. Manufacture of wood printing and coating
of auto parts
1996 – Present Chairman,
Director,
Authorized Director
Summit Auto Tech Industry Co., Ltd. Manufacture of exhaust muffler system
2002 – Present Chairman,
Director,
Authorized Director
Auto Interior Products Co., Ltd. Manufacture, import, export of automobile
floor carpet and headrest
1988 – Present Vice Chairman Bangkok Eagle Wings Co., Ltd. Press Part
1982 – Present Chairman,
Director,
Authorized Director
Complete Auto Parts Co., Ltd. Manufacturer of component parts for
brake cable, clutch and accelerator cable
1994 – Present Chairman,
Director,
Authorized Director
Kallawis Auto Parts Industry Co., Ltd. Produce medium wheel
1997 – Present Chairman,
Director,
Authorized Director
Summit Ansei Auto Parts Co., Ltd. Produce car door lock and hood lock
1990 – Present Chairman,
Director,
Authorized Director
Summit Advanced Material Co., Ltd. Import of steel sheet/coil, coil center
1996 – Present Chairman,
Director,
Authorized Director
Summit Chugoku Seira Co., Ltd. Manufacture welding nuts for automotive
industry
26
Work Experiences in Late 5 Years First name - Last name
Age
Education
Shareholding
(%) (As of
February
27, 2009)
Relationship
Time Position Company
Business
Record
of
Offense
1996 – Present Chairman,
Director,
Authorized Director
Summit Kurata Manufacturing Co., Ltd. Produce steering columns
1994 – Present Chairman,
Director,
Authorized Director
SNC Sound Proof Co., Ltd. Manufacture and export of raw material for
making of automobile sound proof part
1993 – Present Chairman,
Director,
Authorized Director
Summit Showa Manufacturing Co., Ltd. Produce choke absorbers
1988 – Present Chairman,
Director,
Authorized Director
Summit Steering Wheel Co., Ltd. Manufacture and distribute steering wheel
and transmission
1995 – Present Chairman,
Director,
Authorized Director
STB Textiles Industry Co., Ltd. Manufacture of fabric for automobile use
1974 – Present Chairman,
Director,
Authorized Director
Thai Auto Industry Co., Ltd. Manufacture and sell pressed parts for
automobile and motorcycle
1994 – Present Chairman,
Director,
Authorized Director
Thai Seat Belt Co., Ltd. Manufacture and distribute of seat belts and
seat belts cable
1996 - Present Chairman,
Director,
Authorized Director
Thai Auto Wheel Co., Ltd. Export medium wheel
2004 – Present Chairman,
Director,
Authorized Director
Summit Otsuka Manufacturing Co., Ltd. Produce car parking hand-break
2003 - Present Vice Chairman,
Authorized Director
Marubishi Summit Industry Vietnam
Co., Ltd.
Manufacture automobile parts
2004 – Present Chairman,
Director,
Authorized Director
Summit Haiya (Thailand) Co., Ltd. Produce and maintain machine and
production equipment
1999 – Present Director,
Authorized Director
Johnson Controls & Summit Interiors
Co., Ltd.
Manufacture of automobile seat and interior
parts
1998 – Present Director,
Authorized Director
Keiper Summit Industry (Thailand)
Co., Ltd.
Manufacture of automobile seat parts
1995 – Present Chairman,
Director,
Authorized Director
Complete Auto Rubber Manufacturing
Co., Ltd.
Manufacture rubber parts for automotive
and electronic industry
2002 – Present Director HSH Co., Ltd. Invest and hold shares in other businesses
2004 – Present Director Hayama Intertrade Co., Ltd. Sale floor carpet
2005 – Present Chairman,
Director,
Authorized Director
Summit Rieter Nittoku Sound Proof
Co., Ltd.
Manufacture and export of automobile
soundproof parts
2004 – Present Director JRK Auto Parts PVT. Ltd. Produce automotive electronic parts
27
Work Experiences in Late 5 Years Business
Record
of
Offense
First name - Last name
Age
Education
Shareholding
(%) (As of
February
27, 2009)
Relationship
Time Position Company
1987 – Present Chairman,
Director,
Authorized Director
Summit Electronic Components
Co., Ltd.
Produce electronic parts
2006 – Present Chairman,
Director,
Authorized Director
Summit Fujikiko Kurata Manufacturing
Co., Ltd.
Produce steering columns
2006 – Present Chairman,
Director,
Authorized Director
Top Flight Electronic & Automotive
Co., Ltd.
Produce automotive electronic parts
2002 – Present Chairman,
Director,
Authorized Director
Summit Windmill Golf Club Co., Ltd. Golf club service
2007 - Present Chairman,
Director,
Authorized Director
Summit On Green Media Co., Ltd. Printing service
2007 - Present Chairman,
Director,
Authorized Director
Summit Green Valley Chiangmai Golf
Club Co., Ltd.
Golf club service
2007 - Present Chairman,
Director,
Authorized Director
Casma Racing Co., Ltd. Produce automotive electronic parts
2008 - Present Chairman,
Director,
Authorized Director
Summit Auto Body Skill Development
Center Co., Ltd.
Training service
2008 - Present Chairman,
Director,
Authorized Director
Summit R&D Center Co., Ltd. Product quality and capacity testing service
2008 - Present Director Hiruta Asteer Summit Co., Ltd. Produce automotive parts
2. Mr. Choothong Patanatmarueng
65
M.A., Political Science,
Ramkhamhaeng University
Training:
6.54
Father of Mr. Sarit
Patanatmarueng and
Ms. Sirina Patanatmarueng
1978 – Present Vice Chairman,
Deputy Chief
Executive Officer,
Authorized Director
Thai Steel Cable Plc. Manufacturer of control cable for
automobile/motorcycle and car window
regulator
None
- Director Accreditation
Program: (DAP)
1982 – Present Chairman,
Authorized Director
Complete Auto Parts Co., Ltd. Manufacturer of component parts for
brake cable, clutch, and accelerator cable
Ref. 35/2005 : IOD 1995 – Present Chairman,
Authorized Director
Complete Auto Rubber Manufacturing
Co., Ltd.
Manufacture rubber parts for automotive
and electronic industry
1996 – Present Chairman,
Authorized Director
Summit Chugoku Seira Co., Ltd. Manufacture welding nuts for automotive
industry
1988 – Present Executive Director,
Authorized Director
Summit Steering Wheel Co., Ltd. Manufacture and distribute steering wheel
and transmission
2004 – Present Co-President,
Authorized Director
Amata Summit Ready Built Co., Ltd. Plant rental/selling service
28
Work Experiences in Late 5 Years First name - Last name
Age
Education
Shareholding
(%) (As of
February
27, 2009)
Relationship
Time Position Company
Business
Record
of
Offense
3. Mr. Sarit Patanatmarueng 34 M.A., Business Administration,
New Hampshire College, USA
Training:
0.14
Son of Mr. Choothong
Patanatmarueng
2004 – Present
Director,
Managing Director,
Nomination Committee,
Authorized Director
Thai Steel Cable Plc. Manufacturer of control cable for
automobile/motorcycle and car
window regulator
None
- Director Certification
Program: (DCP)
2004 – Present Director,
Authorized Director
Complete Auto Parts Co., Ltd. Manufacturer of component parts for brake
cable, clutch, and accelerator cable
Ref. 42/2004 : IOD 2004 – Present Director,
Authorized Director
Complete Auto Rubber Manufacturing
Co., Ltd.
Manufacture rubber parts for automotive
and electronic industry
1996 – Present Director,
Authorized Director
Summit Chugoku Seira Co., Ltd. Manufacture welding nuts for automotive
industry
4. Mr. Makoto Teraura 71 Mechanical Engineering,
Faculty of Technology,
Shizuoka University,
-
- 1981 – Present
Director Thai Steel Cable Plc. Manufacturer of control cable for
automobile/motorcycle and car window
regulator
None
Japan 1995 – Present Director Chongqing TSK Control Cable
System Co., Ltd.
Manufacturer of control cable for
automobile/motorcycle and car window
regulator
2003 – Present Director Dae Dong HI-LEX Inc. (Korea) Manufacturer of car window regulator and
door module
1980 – Present Director Dae Dong System Co., Ltd. Manufacturer of control cable for
automobile
2002 – Present Director Guangzhou TSK Control Cable
Co., Ltd.
Manufacturer of control cable for
automobile/motorcycle and car window
regulator
2000 – Present Director HI-LEX Cable System Co., Ltd. Manufacturer of control cable for
automobile and car window regulator
1989 – Present Director HI-LEX Controls Inc. Manufacturer of car window regulator and
rear slider
1975 – Present Chairman HI-LEX Corporation Manufacturer of control cable for
automobile/motorcycle
1999 – Present Director HI-LEX India Private Ltd. Manufacturer of control cable for
automobile/motorcycle
1999 – Present Chairman HI-LEX Vietnam Co., Ltd. Manufacturer of control cable for
motorcycle
1985 – Present Director Izushi Cable, Inc. Manufacturer of control cable for
automobile
1973 – Present Director Kanto HI-LEX, Inc. Manufacturer of control cable for
automobile
1981 – Present Director HI-LEX Saitama, Inc. Manufacturer of control cable for
automobile/motorcycle and car window
regulator
1989 – Present Director HI-LEX Shimane, Inc. Manufacturer of control cable for
automobile and car window regulator
1978 – Present Director PT. HI-LEX Indonesia Manufacturer of control cable for
automobile/motorcycle
1989 – Present Director PT. HI-LEX Parts Indonesia Manufacturer of car component
1973 – Present Director Tajima TSK, Inc. Manufacturer of car component
1973 – Present Director Tanba Cable, Inc. Manufacturer of car component
1972 – Present Director TSK (Korea) Co., Ltd. Manufacturer of control cable for
automobile/motorcycle and car window
regulator
29
Work Experiences in Late 5 Years First name - Last name
Age
Education
Shareholding
(%) (As of
February
27, 2009)
Relationship
Time Position Company
Business
Record
of
Offense
2002 – Present Director Yantai TSK Cable System Co., Ltd. Manufacturer of car component
1992 – Present Director HI-LEX America Inc. Manufacturer of control cable for
automobile/motorcycle
2008 – Present Director Daedong HI-LEX of America Inc. LLC. Manufacturer of car window regulator and
door module
1993 – Present Director HI-LEX Mexicana, S.A DE.C.V Manufacturer of control cable for
automobile/motorcycle and car window
regulator
2000 – Present Director HI-LEX Cable System Co., Ltd
(Europe)
Manufacturer of control cable for
automobile and car window regulator
2006 – Present Director HI-LEX Hungary Cable System
Manufacturing LLC.
Manufacturer of control cable for
automobile
5. Mr. Thaveechat Jurangkool 37 MBA., Finance,
Webster University
6.52
Son of Mr. Sunsurn
Jurangkool
2003 – Present Director,
Chairman of the
Nomination Committee,
Authorized Director
Thai Steel Cable Plc. Manufacturer of control cable for
automobile/motorcycle and car
window regulator
None
1995 – Present Director,
Authorized Director
Complete Auto Rubber Manufacturing
Co., Ltd.
Manufacture rubber parts for automotive
and electronic industry
2004 – Present Director,
Authorized Director
Summit Otsuka Manufacturing Co., Ltd. Produce car parking hand-break
2004 – Present Director,
Authorized Director
Summit Haiya (Thailand) Co., Ltd. Produce and maintain machine and
production equipment
1996 – Present Director,
Authorized Director
Summit Chugoku Seira Co., Ltd. Manufacture welding nuts for automotive
industry
1998 – Present Director
Keiper Summit Industry (Thailand)
Co., Ltd.
Manufacture of automobile seat parts
1994 – Present Director,
Authorized Director
SNC Sound Proof Co., Ltd. Manufacture and export of raw material for
making of automobile sound proof part
2003 – Present Director,
Authorized Director
Complete Auto Parts Co., Ltd. Manufacturer of component parts for
brake cable, clutch, and accelerator cable
2002 – Present Director,
Authorized Director
STB Textiles Industry Co., Ltd. Manufacture of fabric for automobile use
2002 – Present Director,
Authorized Director
Summit Steering Wheel Co., Ltd. Manufacture and distribute steering wheel
and transmission
2002 – Present Director
Thai Seat Belt Co., Ltd. Manufacture and distribute of seat belts and
seat belts cable
2002 – Present Director,
Authorized Director
Summit Advanced Material Co., Ltd. Import of steel sheet/coil, coil center
2002 – Present Director,
Authorized Director
Summit Laemchabang Auto Seats
Manufacturing Co., Ltd.
Manufacture of automobile seat frame
and adjusting devices
2002 – Present Director,
Authorized Director
Summit Laemchabang Auto Body
Work Co., Ltd.
Produce body parts and exhaust system
equipment
2002 – Present
Director,
Authorized Director
Summit Engineering Center Co., Ltd. Design & manufacture of various kinds
of die and mold
1996 – Present Director,
Authorized Director
Summit Auto Tech Industry Co., Ltd. Manufacture of exhaust muffler system
1993 – Present Director,
Authorized Director
Summit Auto Body Industry Co., Ltd. Manufacture of automobile body parts,
mold and die
2002 – Present Director,
Authorized Director
Summit Corporation Co., Ltd. Investment and shareholding in various
business
30
Work Experiences in Late 5 Years First name - Last name
Age
Education
Shareholding
(%) (As of
February
27, 2009)
Relationship
Time Position Company
Business
Record
of
Offense
2002 – Present Director,
Authorized Director
Summit Auto Seats Industry Co., Ltd. Manufacture of automobile and
motorcycle seat
1998 – Present Director,
Authorized Director
Modern Products Industry Co., Ltd. Manufacture of wood printing and
coating of auto parts
2002 – Present Director,
Authorized Director
Auto Interior Products Co., Ltd. Manufacture, import, export of
automobile floor carpet and headrest
1995 – Present Director,
Authorized Director
Eastern P.U. Foam Industry Co., Ltd.
Manufacture automobile seat foam
2002 – Present Director,
Authorized Director
Auto Advance Material Manufacturing
Co., Ltd.
Manufacture dry mat, sound insulation,
plastic sheet, synthetic fiber sheet, for
automobile and motorcycle use
2004 – Present Director JRK Auto Parts PVT. Ltd.
Produce automotive electronic parts
2003 – Present Director Marubishi Summit Industry Vietnam
Co., Ltd.
Manufacture automobile parts
2006 – Present Director,
Authorized Director
Top Flight Electronic & Automotive
Co., Ltd.
Produce automotive electronic parts
2006 – Present Director,
Authorized Director
Summit Fujikiko Kurata Manufacturing
Co., Ltd.
Produce steering columns
2007 – Present Director,
Authorized Director
J-Max Monopoly Corporation Co., Ltd Purchase sell, and rent real estate property
2007 – Present Director,
Authorized Director
J-Max Property Assest Co., Ltd Produce, purchase, and rent of machine
supply and spare parts
2007 - Present Director,
Authorized Director
Summit Windmill Golf Club Co., Ltd. Golf club service
2007 - Present Director,
Authorized Director
Summit On Green Media Co., Ltd. Printing service
2007 - Present Director,
Authorized Director
Summit Green Valley Chiangmai Golf
Club Co., Ltd.
Golf club service
2007 - Present Director,
Authorized Director
Casma Racing Co., Ltd. Produce automotive electronic parts
2008 - Present Director,
Authorized Director
Summit Auto Body Skill Development
Center Co., Ltd.
Training service
2008 - Present Director,
Authorized Director
Summit R&D Center Co., Ltd. Product quality and capacity testing service
6. Mr. Kornkrit Jurangkool
31 -
Son of Mr. Sunsurn
Jurangkool
2008 - Present Director,
Nomination Committee,
Authorized Director
Thai Steel Cable Plc. Manufacturer of control cable for
automobile/motorcycle and car window
regulator
None
2006 - Present
Corporate Planning
Director
Summit Auto Body Industry Co., Ltd.
Manufacturer of automobile body parts,
mold and die
M.A., Technology Management
Program, American
InterContinental
University, Los Angeles, USA
Training:
- Director Accreditation
Program (DAP)
Ref. 77/2009 : IOD
2005 - 2006 Administration Manager Summit Auto Body Industry Co., Ltd. Manufacturer of automobile body parts,
mold and